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- Institution
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- Washington and Lee University School of Law (7)
- University of Michigan Law School (6)
- University of Pennsylvania Carey Law School (3)
- American University Washington College of Law (1)
- Cornell University Law School (1)
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- Duke Law (1)
- Fordham Law School (1)
- Louisiana State University Law Center (1)
- Northern Illinois University (1)
- Selected Works (1)
- Southern Methodist University (1)
- University of Colorado Law School (1)
- University of Florida Levin College of Law (1)
- University of Miami Law School (1)
- William & Mary Law School (1)
- Publication
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- Washington and Lee Law Review (7)
- All Faculty Scholarship (3)
- Michigan Journal of International Law (3)
- Michigan Law Review (2)
- Articles in Law Reviews & Other Academic Journals (1)
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- Cornell Law Review (1)
- Faculty Journal Articles and Book Chapters (1)
- Fordham Law Review (1)
- Law and Contemporary Problems (1)
- Louisiana Law Review (1)
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- Publications (1)
- Renee Jones (1)
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- University of Miami Inter-American Law Review (1)
- University of Michigan Journal of Law Reform (1)
- William & Mary Bill of Rights Journal (1)
- Publication Type
Articles 1 - 28 of 28
Full-Text Articles in Law
Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese
Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese
William & Mary Bill of Rights Journal
No abstract provided.
Characterization And Assignment Of Corporate And Shareholder Income, Daniel M. Schneider
Characterization And Assignment Of Corporate And Shareholder Income, Daniel M. Schneider
Northern Illinois University Law Review
A fertile group for the development of differentials arises in dividend distributions made by corporations to their shareholders. Professor Schneider analyzes the way in which differentials in dividend income have been exploited: whose income it is; is it ordinary income or capital gain; and has a dividend been disguised as proceeds from the sale of stock, or a sales proceed as a dividend (the Waterman Steamship problem). He concludes that differentials between various types of statutes--who is the taxpayer, at what rate is the income taxed--inevitably leads to taxpayers trying to meet favorable characterizations and to avoid negative characterizations. The …
Bankruptcy Policymaking In An Imperfect World, Elizabeth Warren
Bankruptcy Policymaking In An Imperfect World, Elizabeth Warren
Michigan Law Review
This essay is about bankruptcy policy. It attempts to articulate a comprehensive statement about the various and competing goals that underlie the bankruptcy system. The essay offers both a positive observation, drawn from the Code and its operation, and a normative evaluation, designed to outline the difficult value judgments that comprise the bankruptcy system. It also serves warning: before commentators propose any sweeping changes or policymakers take seriously any suggestions to scrap the system, they must consider the impact of such proposals on a number of competing normative goals.
Labor Law Successorship: A Corporate Law Approach, Edward B. Rock, Michael L. Wachter
Labor Law Successorship: A Corporate Law Approach, Edward B. Rock, Michael L. Wachter
Michigan Law Review
In this article, we take an approach fundamentally different from that of the labor law commentators. We start from a broader perspective than is common: successorship is as important an issue for corporate law as it is for labor law. Given that the two principal inputs to the firm are labor and capital, it would be surprising if the laws for labor law successorship were completely different from the laws for corporate law successorship. To the extent that differences exist, those differences should hinge upon differences between the employees' and the creditors' relationships with the firm.
In Critique Of A Reductivist Conception And Examination Of "The Just Organization", Charles D. Watts, Jr.
In Critique Of A Reductivist Conception And Examination Of "The Just Organization", Charles D. Watts, Jr.
Washington and Lee Law Review
No abstract provided.
The Complexity And Legitimacy Of Corporate Law, Eric W. Orts
The Complexity And Legitimacy Of Corporate Law, Eric W. Orts
Washington and Lee Law Review
No abstract provided.
The Just Organization: Creating And Maintaining Justice In Work Environments, Karen L. Newman
The Just Organization: Creating And Maintaining Justice In Work Environments, Karen L. Newman
Washington and Lee Law Review
No abstract provided.
New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon
New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon
Washington and Lee Law Review
No abstract provided.
Contracts And Communities In Corporation Law, William T. Allen
Contracts And Communities In Corporation Law, William T. Allen
Washington and Lee Law Review
No abstract provided.
Modern Corporate Theory: Public Utility Or Private Part? A Comment On Professor Wolfe's Paper, Charles Yablon
Modern Corporate Theory: Public Utility Or Private Part? A Comment On Professor Wolfe's Paper, Charles Yablon
Washington and Lee Law Review
No abstract provided.
New Approaches To Corporate Law, Lyman P. Q. Johnson
New Approaches To Corporate Law, Lyman P. Q. Johnson
Washington and Lee Law Review
No abstract provided.
The Left-For-Dead Fiction Of Corporate "Presence": Is It Revived By Burnham?, Steven Mathew Wald
The Left-For-Dead Fiction Of Corporate "Presence": Is It Revived By Burnham?, Steven Mathew Wald
Louisiana Law Review
No abstract provided.
Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker
Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker
University of Miami Inter-American Law Review
No abstract provided.
Reforming Fcc Regulation Of Dominant Telephone Carriers: Putting Some Teeth Into The Test For Predation, Thomas K. Gump
Reforming Fcc Regulation Of Dominant Telephone Carriers: Putting Some Teeth Into The Test For Predation, Thomas K. Gump
University of Michigan Journal of Law Reform
This Note examines the ineffective protections against predatory pricing by AT&T contained in the price cap scheme. Part I outlines price cap regulation and explains how the FCC hopes that a test based on the average variable cost standard will detect predatory pricing. Part II argues that the FCC erred in adopting an average variable cost standard as the test for telecommunications predation because that standard ignores the high fixed costs common to all firms in the industry. Part II demonstrates that AT&T could engage in predatory pricing despite the protections contained in the regulatory scheme. Part II then examines …
Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies , Lynn M. Lopucki, William C. Whitford
Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies , Lynn M. Lopucki, William C. Whitford
Cornell Law Review
No abstract provided.
Masters Of Paradise: Organized Crime And The Internal Revenue Service In The Bahamas, Mary Lorenz Dietz
Masters Of Paradise: Organized Crime And The Internal Revenue Service In The Bahamas, Mary Lorenz Dietz
Michigan Journal of International Law
Review of the book by Alan A. Block
Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll
Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll
All Faculty Scholarship
This paper uses recent developments in the theory of optimal capital structure to demonstrate how the federal corporate income tax with an interest deduction, but without a corresponding dividend deduction, misallocates capital within the corporate sector by encouraging investment in low-risk, low-growth projects employing tangible assets over high-risk, high-growth projects employing intangible assets.
Turning Back The Tide Of Director And Officer Liability, Walter Effross
Turning Back The Tide Of Director And Officer Liability, Walter Effross
Articles in Law Reviews & Other Academic Journals
No abstract provided.
Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies, Lynn M. Lopucki, William C. Whitford
Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies, Lynn M. Lopucki, William C. Whitford
UF Law Faculty Publications
Several recent articles contend that Chapter of the Bankruptcy Code does not provide efficient procedures for redressing the financial distress of large firms. The authors of these articles argue that the creditors of a financially distressed firm would fare better if the corporation's problems were resolved in some other way. The argument has proceeded principally on a theoretical level, since it is virtually impossible to know for certain how firms that have been in Chapter 11 would have fared under a different procedure. We recently completed an extensive empirical study of forty-three Chapter 11 cases involving large, publicly held firms. …
The Fair Value Of Minority Stock In Closely Held Corporations, Zenichi Shishido
The Fair Value Of Minority Stock In Closely Held Corporations, Zenichi Shishido
Fordham Law Review
In this Article, Professor Shishido examines the various methods—those used by the courts as well as those suggested by law and economics scholars—for determining the fair value of minority stock in closely held corporations. In Professor Shishido's view, the courts' method of weighing—the so-called Delaware block method—fails to arrive at the true value of the minority's shares and often undervalues their worth. Professor Shishido also argues that law and economics scholars fail to differentiate between closely held corporations and publicly held corporations, thus failing to include the effect of corporate law on the fair value of closely held corporate stock.
Withdrawal And Expulsion In Germany: A Comparative Perspective On The "Close Corporation Problem", Hugh T. Scogin Jr.
Withdrawal And Expulsion In Germany: A Comparative Perspective On The "Close Corporation Problem", Hugh T. Scogin Jr.
Michigan Journal of International Law
This article will examine the German legal system's experience with fashioning remedies for the "close corporation problem" and the underlying concepts that have shaped these remedies. Part I will trace the growth of the doctrines of withdrawal and expulsion in the context of Germany's troubled history. Part II will compare German and U.S. approaches on both practical and conceptual levels. On one level, the focus of the article is narrow. It deals with specific, technical solutions to only the most extreme examples of the close corporation problem. Such cases are not frequently litigated. Their doctrines do, however, constitute default rules …
State Aids And European Community Law, Hans-Jorg Niemeyer
State Aids And European Community Law, Hans-Jorg Niemeyer
Michigan Journal of International Law
This article provides an overview of EC State aid rules, focusing on recent Commission policy and recent judgments of the Court of Justice on State aids. In Part I, some general points, such as what may constitute a State aid, are considered. In Part II, the procedural aspects are dealt with in more detail, with emphasis on the notification process, and the procedure for reviewing State aids. Part III examines the recovery of illegally granted aids, and the defenses a beneficiary may assert. Next, Part IV sets out the remedies available for breach of the State aid rules, including the …
Sanctifying Secrecy: The Mythology Of The Corporate Attorney-Client Privilege, Elizabeth G. Thornburg
Sanctifying Secrecy: The Mythology Of The Corporate Attorney-Client Privilege, Elizabeth G. Thornburg
Faculty Journal Articles and Book Chapters
This article surveys the traditional justifications for giving corporations the benefit of attorney-client privilege. It rejects both moral and utilitarian explanations and argues that, far from being beneficial or benign, the privilege actually does great harm to the truth-seeking function of litigation and imposes tremendous transaction costs on the litigants and on the judicial system as a whole.
Making America Competitive, Mark J. Loewenstein
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
All Faculty Scholarship
On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …
Oppressed But Not Betrayed: A Comparative Assessment Of Canadian Remedies For Minority Shareholders And Other Corporate Constituents, Deborah A. Demott
Oppressed But Not Betrayed: A Comparative Assessment Of Canadian Remedies For Minority Shareholders And Other Corporate Constituents, Deborah A. Demott
Law and Contemporary Problems
The distinctive Canadian contribution to the resolution of conflict among shareholders and of conflict between nonshareholder constituents--such as creditors--and persons controlling a corporation, typically its shareholders and directors, is examined with respect to comparable US judicial remedies.
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
All Faculty Scholarship
No abstract provided.
Recent Cases, "Preemption Doctrine After Cipollone", Renee Jones
Recent Cases, "Preemption Doctrine After Cipollone", Renee Jones
Renee Jones
No abstract provided.